exv10w5






Exhibit 10.5




AMENDMENT TO THE




ENSCO INTERNATIONAL INCORPORATED




2000 STOCK OPTION PLAN




WHEREAS, the ENSCO International Incorporated 2000 Stock Option Plan (formerly known as the Chiles
Offshore Inc. 2000 Stock Option Plan) was adopted by the board of directors of Chiles Offshore Inc.
and approved by its stockholders as of June 22, 2000 and became effective on September 22, 2000;
and



WHEREAS, the Plan was subsequently amended by Amendment Nos. 1 and 2; and




WHEREAS, due to the merger of ENSCO International Incorporated (“Ensco Delaware”) and Chiles
Offshore Inc., the Plan was renamed the ENSCO International Incorporated 2000 Stock Option Plan
(which as currently amended is referred to herein as the “Plan”); and



WHEREAS, the stockholders of Ensco Delaware approved and adopted at the Special Meeting of
Stockholders on December 22, 2009 the “Agreement and Plan of Merger and Reorganization” (the
“Merger Agreement”), by and between Ensco Delaware and ENSCO Newcastle LLC, a newly formed Delaware
limited liability company (“Ensco Mergeco”) and a wholly-owned subsidiary of ENSCO Global Limited,
a newly formed Cayman Islands exempted company (“Ensco Cayman”) and a wholly-owned subsidiary of
Ensco Delaware, pursuant to which Ensco Mergeco merged with and into Ensco Delaware (the “2009
Merger”), with Ensco Delaware surviving the 2009 Merger as a wholly-owned subsidiary of Ensco
Cayman which is a wholly-owned subsidiary of Ensco International plc (the “Company”);



WHEREAS, pursuant to the Merger Agreement, each outstanding share of common stock of Ensco Delaware
will be converted into the right to receive an American depositary share, evidenced by an American
depositary receipt, which represents a Class A ordinary share in the Company, and Ensco Delaware
shall assign to the Company, and shall cause the Company to adopt and assume, certain of Ensco
Delaware’s equity incentive, compensation and other plans that provide or provided for rights to
receive or purchase shares of common stock of Ensco Delaware, including the Plan; and



WHEREAS, the board of directors of Ensco Delaware has approved this Amendment to the Plan,
effective as of December 23, 2009 (or, if different, the effective date of the 2009 Merger), to
reflect the provisions of the Merger Agreement and the effect of the 2009 Merger on the Plan;



NOW, THEREFORE, pursuant to the unanimous written consent of the board of directors of Ensco
Delaware executed on December 22, 2009, the Plan is amended effective on the date indicated above
as follows:




	1)	 	Section I is amended to replace the reference to
	 
	 	 	“ENSCO International Incorporated”




 









 






	 	 	with
	 
	 	 	“Ensco International plc, a public limited company incorporated under the laws of England
and Wales, or any successor thereto.” All subsequent references in the Plan to Company
shall be to Ensco International plc, unless the context otherwise requires, and all
provisions of the Plan shall be consistently interpreted and applied.
	 
	2)	 	Section I is further amended to replace the reference to
	 
	 	 	“shares of the Company’s common stock, par value $.01 per share”
	 
	 	 	with
	 
	 	 	“American depositary shares which represent Class A ordinary shares in the Company, nominal
value U.S.$0.10 per share, and evidenced by one or more American depositary receipts” or
“ADSs”). All references in the Plan to shares of common stock, stock and/or shares of Ensco
Delaware shall be read and considered to be references to ADSs, unless the context otherwise
requires, and all references (specific or otherwise) to “stockholders of the Company” shall
be read and considered to be references to holders of ADSs, unless the context otherwise
requires, and all provisions of the Plan shall be consistently interpreted and applied.
	 
	3)	 	Section II is amended to provide that the authority exercised by the Committee in connection
with the Plan is subject to any applicable provisions of the U.K. Companies Act 2006.
	 
	4)	 	Section XII is amended to add the following sentences to the end of the section:
	 
	 	 	The stockholders of ENSCO International Incorporated approved and adopted at the Special
Meeting of Stockholders on December 22, 2009 the “Agreement and Plan of Merger and
Reorganization,” by and between ENSCO International Incorporated and ENSCO Newcastle LLC, a
newly formed Delaware limited liability company (“Ensco Mergeco”) and a wholly-owned
subsidiary of ENSCO Global Limited, a newly formed Cayman Islands exempted company (“Ensco
Cayman”) and a wholly-owned subsidiary of ENSCO International Incorporated, pursuant to
which Ensco Mergeco merged with and into ENSCO International Incorporated (the “2009
Merger”), with ENSCO International Incorporated surviving the 2009 Merger as a wholly-owned
subsidiary of Ensco Cayman which is a wholly-owned subsidiary of the Company (the “2009
Reorganization”). The 2009 Reorganization shall not constitute a Change in Control of ENSCO
International Incorporated.





ENSCO INTERNATIONAL INCORPORATED




	 	 	 	 	 
	 	 	 
	/s/
Cary A. Moomjian, Jr.
 	 	 
	By: Cary A. Moomjian, Jr. 	 	 
	Its: Vice President, General Counsel and Secretary